General Terms and Conditions of Service

1. General Provisions
1.1 These General Terms and Conditions of Sale apply to all – including future – contracts and other services. If the other party is a business, our Terms and Conditions in the respective valid version shall apply. Consumers within the meaning of these terms and conditions are natural persons who enter into a business relationship with us without this being attributable to a commercial or self-employed professional activity. Entrepreneurs within the meaning of these terms and conditions are natural or legal persons or legal partnerships who act in the course of their commercial or independent professional activity. Contracting parties within the meaning of these terms and conditions include both consumers and entrepreneurs. The terms and conditions of the contractual partner shall not apply, even if we do not expressly object to them upon receipt.

1.2 Our offers are non-binding. Agreements, particularly oral ancillary agreements, shall only become binding upon our written confirmation.

1.3 Deviations of the delivery item from offers, samples, prototypes or prior deliveries are permissible in accordance with the applicable DIN standards or other relevant technical standards. For custom-made products, over- or under-deliveries of up to 10% are permissible. Tolerances, especially in foam products concerning color shade and density, must be accepted by the buyer within reasonable limits.

1.4 Returns, regardless of the legal basis, must be registered and approved by telephone with Wundex-Die Wundexperten GmbH. If the return is made without a justified notice of defects, Wundex-Die Wundexperten GmbH may, at its discretion, accept the return. In all cases, a restocking fee of 15% of the purchase price, but at least €50, will be charged. This does not apply if the contracting party can prove that the actual cost of restocking is lower than the lump sum.

2. Prices
2.1 Our prices are ex works, excluding packaging, unless otherwise agreed, and are subject to the applicable VAT.

3. Payment and Offsetting
3.1 Our invoices are payable net within 20 days from the invoice date.

3.2 Counterclaims disputed by us or not legally established do not entitle the contractual partner to offset. The contractual partner may exercise a right of retention only if the claim arises from the same contractual relationship.

3.3 After 20 days from receipt of invoice, the contractual partner shall be deemed in default, even without a reminder. During default, consumers shall pay interest on the debt at a rate of 5% above the base interest rate; entrepreneurs shall pay interest at 8% above the base interest rate. We reserve the right to claim further damages for default.

3.4 If payment difficulties arise or if we become aware of a significant deterioration in the financial situation of the purchaser, we are entitled to suspend deliveries immediately. At the same time, all our claims shall become due immediately, regardless of any deferred payment terms, unless the purchaser is not responsible for this situation. We may also prohibit further resale or processing of the delivered goods. The buyer may avert these legal consequences by making payment or providing security equivalent to the threatened claim. Statutory provisions regarding total due dates in consumer contracts remain unaffected.

4. Delivery Periods
4.1 Delivery dates are considered met if the goods leave our facility by the agreed date.

4.2 Delivery periods shall be reasonably extended in the event of labor disputes, acts of God, war, civil unrest, terrorism, seizures, shortages of materials, equipment failure, or other disruptions not attributable to us or that would require unreasonable efforts. The contractual partner shall be informed, if possible, of the occurrence and likely duration of such delays.

4.3 If we default, the buyer may withdraw from the contract for the undelivered part after granting a reasonable grace period. In the event of delay caused by our fault, the buyer may claim compensation for the delay at a rate of 0.5% of the purchase price per full week of delay, up to a maximum of 5% of the affected delivery portion. This limitation does not apply in cases of intent or gross negligence.

5. Retention of Title
5.1 For contracts with entrepreneurs, we retain ownership of the goods (retained goods) until all claims arising from the business relationship are paid. For consumer contracts, we retain ownership until full payment of the purchase price.

5.2 The buyer may only resell the retained goods in the ordinary course of business and under standard terms, provided they are not in default. Other dispositions are not permitted.

5.3 Claims from resale are hereby assigned to us in advance. These serve as security to the same extent as the retained goods. If the retained goods are sold with other items, the assignment applies only to the value of our goods.

5.4 The buyer may collect assigned receivables until we revoke this right. Revocation shall only occur in cases outlined in Section 3.4. Upon request, the buyer must notify its debtors of the assignment and provide us with necessary collection information and documents.

5.5 The buyer must notify us immediately of any third-party seizure or interference.

5.6 If the value of our securities exceeds our claims by more than 10%, we shall release securities at our discretion upon request.

5.7 In the event of breach of contract by the buyer, especially in the event of default or violations under 5.2 to 5.5, we may withdraw from the contract and demand return of the goods.

5.8 Processing of the goods by an entrepreneur is done on our behalf. If processed with third-party materials, we acquire co-ownership in proportion to the value of our goods.

6. Execution of Deliveries
6.1 Risk passes to the buyer upon delivery to a carrier or upon leaving the warehouse or plant, including for “carriage paid” deliveries. For consumers, risk passes upon actual handover.

6.2 Partial deliveries are permissible within reasonable limits. For custom-made goods, variations of up to 10% are allowed.

6.3 In the case of call-off orders and custom products, we may produce the entire quantity at once. Changes after order confirmation are excluded unless explicitly agreed.

7. Warranty for Defects
7.1 For entrepreneurs, we may choose between repair or replacement. Consumers may choose either, unless the chosen remedy is unreasonably costly.

7.2 If subsequent performance fails, the customer may choose between price reduction or withdrawal, unless the defect is minor.

7.3 Entrepreneurs must notify us in writing of obvious defects within two weeks. Consumers must notify us within two months of discovery. Failure to notify excludes warranty claims. This does not apply in cases of fraud.

7.4 Warranty periods:

Entrepreneurs: 1 year

Consumers: 2 years

Used goods: 1 year (for consumers)
Legal exceptions (e.g., fraud, building materials) remain unaffected.

7.5 For entrepreneurs, only manufacturer product descriptions are binding. Advertising statements are not part of the contract.

7.6 If assembly instructions are defective, we are only obliged to provide correct instructions if the defect prevents proper assembly.

7.7 No guarantees are granted unless expressly agreed.

7.8 Claims under §§ 478, 479 BGB (recourse rights) remain unaffected for entrepreneurs.

8. General Limitation of Liability
8.1 In cases of slight negligence, our liability is limited to foreseeable, typical direct damages. This also applies to our agents. For entrepreneurs, we are not liable for slightly negligent breaches of minor duties.

8.2 The above exclusions do not apply to product liability claims or to damages resulting from injury to life, body or health attributable to us.

8.3 Damage claims due to defects lapse one year after delivery unless we acted with intent or gross negligence or the defect caused death, injury, or was related to materials used in construction.

9. Copyright
9.1 We retain ownership and copyright to cost estimates, designs, drawings, and other documents. Disclosure to third parties requires our consent.

9.2 If goods are produced based on drawings, models, or other documents provided by the buyer, the buyer warrants that third-party rights are not infringed. In the event of a third-party claim, we may cease performance and seek damages from the buyer. The buyer must indemnify us against any related third-party claims.

10. Place of Performance, Jurisdiction, Applicable Law
10.1 Place of performance for deliveries is our place of business. If the buyer is a merchant, legal entity under public law, or special public asset, jurisdiction is Senden. We may also sue at the buyer’s place of business.

10.2 German law shall apply to all legal relationships, including the Hague Sales Convention.

11. Severability Clause
If any clause of these terms is invalid, void, or unenforceable, the validity of the remaining clauses shall remain unaffected. The invalid clause shall be replaced by a valid provision that most closely reflects the intended economic purpose. The same applies in the case of regulatory gaps.